What is a casual vacancy and how is it filled?

A casual vacancy arises when the auditor's office falls vacant mid-term. For resignations, shareholders must appoint a replacement at a general meeting within 3 months. ADT-1 is then filed within 15 days.

ADT-3 Filing — Auditor Resignation Notice

Q: Who is responsible for filing ADT-3 — the auditor or the company?

The resigning auditor files ADT-3 within 30 days of resignation. The company separately must fill the casual vacancy within 3 months at a general meeting and file ADT-1 for the new auditor.

Q: What must the auditor disclose in Form ADT-3?

Detailed reasons for resignation. Concerns about accounts, management representations, suspected fraud, or refusal to provide information must be clearly stated — vague reasons are not acceptable.

Q: Can an auditor resign mid-year before the financial year ends?

Yes. There is no restriction on timing. Mid-year resignations are sensitive; the ICAI Code of Ethics requires the auditor to consider whether resignation could harm shareholders before proceeding.

Q: Is ADT-3 a public document?

Yes. ADT-3 is filed with the RoC and is publicly accessible on MCA21. Shareholders, investors, and regulators can view the reasons for resignation, serving as an early governance warning signal.

Statutory Compliance for Auditors Resigning Before Completion of Their Term Under the Companies Act

When a statutory auditor of a company resigns before the expiry of their appointed term, they are required by law to file Form ADT-3 with the Registrar of Companies within 30 days of the date of resignation. ADT-3 is the formal resignation notice that must be submitted by the resigning auditor — not the company — and must contain a detailed statement of the reasons for resignation and confirmation of any concerns regarding the company's affairs.

This requirement under Section 140(2) of the Companies Act, 2013 ensures transparency and auditor accountability. An auditor cannot simply resign without formally placing their reasons on the MCA record. The filing of ADT-3 triggers a corresponding obligation on the company to fill the casual vacancy created by the resignation within 3 months at a general meeting, and file ADT-1 for the newly appointed auditor. Both obligations are part of the broader company compliance framework and are closely linked with AOC-4 financial statement filings since audit continuity directly impacts financial reporting timelines.

Our ADT-3 Filing Services

ADT-3 Preparation for Auditors

Assisting the resigning auditor in preparing Form ADT-3 with a legally accurate and complete statement of reasons for resignation for MCA filing.

Statement of Concerns Drafting

Drafting the mandatory statement disclosing any concerns the auditor has regarding the company's affairs that triggered or accompanied the resignation decision.

Deadline Compliance

Ensuring ADT-3 is filed within the 30-day statutory deadline from the date of resignation to avoid penalties on the resigning auditor.

Company Side — Casual Vacancy

Advising the company on its obligation to fill the casual vacancy created by the auditor's resignation within 3 months by holding a general meeting.

New Auditor ADT-1 Filing

Filing Form ADT-1 for the newly appointed auditor within 15 days of the general meeting at which the replacement auditor is appointed.

Board Resolution & EGM Support

Drafting the board resolution for calling the EGM to appoint the replacement auditor and managing the complete appointment process after resignation.

Key Facts About ADT-3 Filing

ADT-3 must be filed by the resigning auditor (not the company) within 30 days of resignation
The form must include the auditor's statement of reasons for resignation — vague or evasive statements are not acceptable
ADT-3 is a public document on the MCA portal — the reasons for resignation are accessible to shareholders and the public
Penalty for non-filing by the auditor: minimum ₹50,000 and up to ₹5,00,000 under Section 140(3)
After the auditor files ADT-3, the company must fill the casual vacancy within 3 months at a general meeting
The Central Government may investigate concerns raised in ADT-3 if they indicate financial irregularities
An auditor who resigns to avoid reporting fraud may face additional scrutiny under the Companies Act and ICAI regulations

Frequently Asked Questions

Who is responsible for filing ADT-3 — the auditor or the company?

Form ADT-3 is the responsibility of the resigning auditor, not the company. The auditor must file it on the MCA portal within 30 days of the date of resignation. The company has a separate obligation — once the auditor resigns, the company must fill the casual vacancy within 3 months at a general meeting and file ADT-1 for the new auditor within 15 days of that meeting. Both obligations run independently of each other.

What must the auditor disclose in Form ADT-3?

The auditor must disclose the reasons for resignation in detail. If the resignation is due to concerns about the company's accounts, management representations, refusal to provide information, or suspected fraud, these concerns must be clearly stated in ADT-3. The ICAI guidance notes that an auditor cannot provide vague reasons — if there are substantive concerns, they must be disclosed, even if doing so is uncomfortable for the company's management.

Can an auditor resign mid-year before the financial year ends?

Yes. An auditor can resign at any point during their term — there is no restriction on when a resignation can be tendered. However, mid-year resignations are particularly sensitive as they leave the company without a statutory auditor during the financial year. The ICAI's Code of Ethics requires the auditor to consider whether resignation could harm the interests of shareholders, and if so, to communicate this to appropriate authorities before resigning.

What is a "casual vacancy" in auditor appointment and how is it filled?

A casual vacancy arises when the office of auditor becomes vacant mid-term due to resignation, death, or disqualification. The company's board can fill a casual vacancy caused by resignation only if authorised by the shareholders. For resignation-created vacancies, a general meeting of shareholders must be held within 3 months to appoint the replacement auditor. The new auditor's appointment must then be notified to MCA by filing ADT-1 within 15 days of the general meeting.

Is ADT-3 a public document — can shareholders access it?

Yes. Form ADT-3 is filed with the Registrar of Companies and becomes a public document on the MCA21 portal. Any person can access and download it by paying a nominal fee on the MCA website. This transparency is deliberate — shareholders, investors, banks, and regulators can see why an auditor resigned, which can serve as an early warning signal of governance concerns at a company.